Company No: 09454393 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	R J Londesborough
	A G H Tugendhat

REGISTERED OFFICE	45 Gresham Street
	London
	EC2V 7BG
	United Kingdom

COMPANY NUMBER

09454393 (England and Wales)

ACCOUNTANT	S&W Partners LLP
	4th Floor EQ Building
	111 Victoria Street
	Redcliffe
	Bristol
	BS1 6AX

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	4	3,000		3,333
Tangible assets	5	14,352		17,450
		17,352		20,783
Current assets
Debtors	6	1,021,712		597,980
Cash at bank and in hand		260,979		478,873
		1,282,691		1,076,853
Creditors: amounts falling due within one year	7	( 2,752,595)		( 1,980,011)
Net current liabilities		(1,469,904)		(903,158)
Total assets less current liabilities		(1,452,552)		(882,375)
Creditors: amounts falling due after more than one year	8	0		( 129,911)
Net liabilities		( 1,452,552)		( 1,012,286)
Capital and reserves
Called-up share capital		2		2
Share premium account		1,699,775		1,699,775
Other reserves		198,568		173,512
Profit and loss account		( 3,350,897 )		( 2,885,575 )
Total shareholders' deficit		( 1,452,552)		( 1,012,286)

For the financial year ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of Tussell Limited (registered number: 09454393) were approved and authorised for issue by the Board of Directors on 24 July 2026. They were signed on its behalf by:

A G H Tugendhat Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Tussell Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 45 Gresham Street, London, EC2V 7BG, United Kingdom.

These financial statements are prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” as applied in the context of the small entities regime and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

These financial statements are separate financial statements.

Going concern

The company as at 31 December 2025 had net liabilities of £1,452,552 (2024 - £1,012,286). The Company is reliant on the support of its directors. The directors have given their assurance to continue to support the company for the foreseeable future and therefore the accounts have been prepared on this basis.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

**Rendering of services**

* the amount of revenue can be measured reliably;
* it is probable that the Company will receive the consideration due under the contract;
* the stage of completion of the contract at the end of the reporting period can be measured reliably; and
* the costs incurred and the costs to complete the contract can be measured reliably.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Trademarks, patents and licences

10 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Computer equipment

3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	39		36

3. Share-based payments

Equity-settled share-based payment schemes

The Company has the following equity settled options in existence, as at 31 December 2025.

Details of the share options outstanding during the financial year are as follows:

	2025			2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	25,858	7.92680		26,708	7.90301
Granted during the period	7,985	7.18000		0	0
Forfeited during the period	( 2,100)	7.18000		( 850)	7.18000
Outstanding at the end of the period	31,743	7.42892		25,858	7.92680
Exercisable at the end of the period	17,355	7.13399		17,355	7.13399

Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. Options are forfeited if the employee leaves the Company before the options vest. The contractual life of all Options granted is 10 years.

The Company recognised total expenses of £ 25,056 and £ 11,137 related to equity-settled share-based payment transactions in 2025 and 2024 respectively.

4. Intangible assets

	Trademarks, patents and licences		Total
	£		£
Cost
At 01 January 2025	3,333		3,333
At 31 December 2025	3,333		3,333
Accumulated amortisation
At 01 January 2025	0		0
Charge for the financial year	333		333
At 31 December 2025	333		333
Net book value
At 31 December 2025	3,000		3,000
At 31 December 2024	3,333		3,333

5. Tangible assets

	Computer equipment		Total
	£		£
Cost
At 01 January 2025	73,808		73,808
Additions	15,782		15,782
At 31 December 2025	89,590		89,590
Accumulated depreciation
At 01 January 2025	56,358		56,358
Charge for the financial year	18,880		18,880
At 31 December 2025	75,238		75,238
Net book value
At 31 December 2025	14,352		14,352
At 31 December 2024	17,450		17,450

6. Debtors

	2025		2024
	£		£
Trade debtors	891,770		424,686
Prepayments and accrued income	108,342		145,002
Other debtors	21,600		28,292
	1,021,712		597,980

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank loans	4,167		10,000
Trade creditors	135,167		175,081
Amounts owed to directors	555,744		0
Accruals and deferred income	1,763,089		1,614,403
Other taxation and social security	284,020		172,890
Other creditors	10,408		7,637
	2,752,595		1,980,011

8. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Bank loans	0		4,167
Amounts owed to directors	0		125,744
	0		129,911

With regard to the director's current account, it is repayable on demand and interest is not charged on the outstanding balance.

9. Financial commitments

Other financial commitments

	2025		2024
	£		£
Not later than 1 year	108,392		83,459
Later than 1 year and not later than 5 years	18,000		126,392
	126,392		209,851

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the above periods.

10. Taxation

At 31 December 2025 the Company had carried forward trade losses totalling approximately £2,043,890 (2024 - £1,747,677).

11. Deferred tax

No provision has been made in these accounts. At 31 December 2025 the Company had unprovided deferred tax assets relating to losses and short term timing differences of £544,185 (2024 - £468,584).